For Magseis Fairfield ASA
Adopted 09 January 2019
§ 1 Company name
The company’s name is Magseis Fairfield ASA. The company is a public limited liability company.
§ 2 – Registered Office
The company’s registered office is in the municipality of Bærum.
§ 3 – The business activities
The company’s business activities include development of geophysical equipment and methods, generation, marketing and sale of exclusive and non-exclusive geophysical exploration and other activities related thereto activities, including investments in such activities.
§ 4 – Share capital
The company’s share capital is NOK 9,249,219.05 divided into 184,984,381 shares, each with a normal value of NOK 0.05.
§ 5 – Board of Directors
The company’s board consists of up to 7 members, pursuant to the further decision by the general meeting, whereof up to 2 directors can be representatives for the employees.
The members of the Board are elected for a period of up to two years, pursuant to the further decision by the general meeting.
The chairman of the board of directors is elected by the general meeting.
§ 6 – Authority to sign on behalf of the Company
The chairman of the board alone, the CEO alone and/or two directors acting jointly have the authority to sign on behalf of the company
§ 7 – General meeting
The ordinary general meeting shall address the following issues:
1. Approval of the annual report and annual accounts, including distribution of dividends.
2. Other issues falling within the scope of the general meeting.
Shareholders are entitled to attend and vote at the General meeting only when their acquisition of shares has been entered in the register of shareholders by no later than the fifth business day prior to the General Meeting (the record date).
Shareholders who wish to take part in the General Meeting, must give notice to the Company by the date stated in the Calling Notice, which date shall not be earlier than two working days before the General Meeting. Shareholders who have not given notice of attendance by such deadline, may be denied access to the general meeting.
In the Company’s General meeting each share has one vote. An owner with shares registered through a custodian approved pursuant to Section 4-10 of the Norwegian Public Limited Companies Act has voting rights equivalent to the number of shares which are covered by the custodian arrangement provided that the owner of the shares shall within two working days before the General Meeting provide the Company with his name and address together with a confirmation from the custodian to the effect that he is the beneficial owner of the shares held in custody, and provided further the Board of Directors shall not disapprove such beneficial ownership after receipt of such notification in accordance with the rules set out in this article 7.
The board of directors can decide that shareholders shall be allowed to cast their votes in writing in advance on items on the published agenda for the Company’s general meetings. Such votes may also be cast by electronic communication. The access to cast votes in advance is subject to a satisfactory method to authenticate the sender being available. The board of directors can establish specific guidelines for advance votes in writing. The notice of the general meeting shall describe whether it will be possible to vote in writing prior to the general meeting, and what guidelines, if any, have been established for such voting.
§ 8 – Calling notice for the general meeting
For documents concerning issues to be addressed at the general meeting that are made available to the shareholders on the company’s website, the statutory requirement that the documents must be sent to the shareholders does not apply. This also applies to the documents that pursuant to law must be included in or attached to the notice convening the general meeting. A shareholder can however demand that such documents are sent to him.
§ 9 – Nomination committee
The company shall have a nomination committee consisting of two or three members, pursuant to the further decision by the general meeting. The nomination committee elects its own chairman. The members of the nomination committee are elected for a period of up to two years, pursuant to the further decision by the general meeting.
The nomination committee shall submit recommendation to the general meeting regarding election of the members of the Board of Directors.
The Nomination Committee shall also propose the remuneration to the members of the Board of Directors.
The general meeting may issue further guidelines for the nomination committee’s work.